Ben 10: Immemorial
by Darth Syric
Summary: After Ben runs into an old acquaintance, he and his friends are drawn into an elaborate conspiracy spanning the galaxy; its roots eons old. Can he save his friends and himself from a destructive fate? Set a year after Alien Force. Enjoy! Please R&R.
1. Just Another Summer

Brief Author's Note: Okay, confession. I haven't seen that many episodes of Ben 10, but I found the series intriguing and did what research I could on it. This story is set about a year after Alien Force begins. Ben is about 16. The only warning I can give here is that the past described in the story may be slightly AU. If it is, I apologize. Since this is my first Ben 10 fanfic, I am, of course, open to constructive criticism and encourage it. Enjoy, and please R&R.

Disclaimer: Ben 10 is owned by Man of Action. I do not own any copyrighted material presented in this fanfic, be it characters, tech, etc.

Chapter 1: Just Another Summer

Ben Tennyson tossed and turned in his bed, his mind aglow with dreams of another world. His mind was jostled back to reality when he heard a familiar voice. He was groggy as he began to wake up, only to realize he had company in the room.

"Rise and shine dweeb." his cousin Gwen said in a very playful tone.

"Dweeb? Wow, its been a long time since you've called me that." Ben replied sleepily while rubbing sleepies from his tired eyes.

Gwen gave a slight smile. "Well, I wasn't sure what to do. Your mom and I were having a tough time waking you up. I thought something old and familiar would help. Are you okay?"

Ben ruffled through his morning hair before giving a response. "Yeah, or at least, I think so. I just didn't really sleep well last night."

The red head gave a small look of concern before she moved on to her next thought. "Well okay. Get dressed and come downstairs afterwards. There's someone waiting to see you."

"_Someone waiting to see me?_" Ben thought. Oh well, he could only hope it was good news. Ben took a shower and donned his trademark striped green jacket, black shirt, and blue jeans. He quickly headed down the stairs, taking a jump off the last few steps. He landed with a thud, only then to be met with his mother's voice.

"Ben, what have I told you about jumping off the stairs?" his mother said with the tone that usually came with a reprimanding lecture.

Ben was quick to reply "Sorry mom, but I –" He stopped mid-sentence as he walked into the kitchen. To his great surprise, he saw Grandpa Max talking with Ben's parents and Gwen. Ben rushed in to give his grandfather a welcoming hug.

"Hey Ben! How are you doing? School's over, I take it." Grandpa said with a kind smile on his face.

Gwen then spoke up "Grandpa was thinking about taking another cross country camping trip. I'm all for it, but we wanted your input too."

Ben took the idea into consideration, remembering full well what happened on their last "cross country trip." After thinking it over, he decided it was a good idea. "Sure, I'm up for it."

Max looked particularly happy at Ben's response "That's great, we'll head out in a couple days, and I promise this trip will be better than the last one Ben. You have my word."

* * *

Two days later, Ben, Gwen, and Grandpa Max set out on their trip on the Rustbucket. Max was at the wheel, Gwen sat on one side of the table, reading a book, while Ben sat on the other side listening to some music on his MP3 player and staring out the window.

He thought back to the all the events he had faced in the past year. Thwarting the DNAliens and the Highbreed were all a thing of the past to him. He hadn't had to worry about them for about 3 months; school life had filled that position. He hadn't really had contact with Kevin or other members of the alien force in awhile, but he also felt fine with having a break from the hero life. Ben started at the recalibrated omnitrix and began to wonder if he actually would ever have to use it again.

After driving for a few hours, Grandpa Max pulled into a campsite. The trio got out of the RV and stretched their limbs, grateful for the respite. Ben and Gwen helped their grandfather unload some chairs from the Rustbucket.

"You guys just take it easy, I'm gonna cook us up a nutritious meal." Max said as he went off to find some "ingredients". Ben and Gwen exchanged cringing looks of disgust. If there was one thing they hadn't missed, it was their grandfather's cooking.

"Well, while he's doing that, I'm gonna head out for a walk." Ben said.

"Alright, just be sure you're back for dinner. And don't get lost. I'll have my cell phone just in case, but I would prefer to not have to come finding you, okay?" she said with concern.

"Ah, don't worry, I'll be just fine. After all, if I get lost, I can just fly back to campsite." Ben quipped.

"Right, _brilliant_ idea. Just be careful."

Ben walked through the nearby forest, gazing upon the tall and grand trees that decorated the landscape. He had noticed a mountain towards the back of the forest on the way to the camping site and felt a strange urge to head towards it. He thought about climbing it, a task that could be made significantly easier, not to mention more fun, in one of his alien forms.

However, something was bothering him. It wasn't a strange noise. In fact, it was just the opposite. There was nothing to be heard around; no animals, no noise escaped the dense rows upon rows of trees. Ben found himself facing utter silence. Ben continued to walk through the dense forest, but he was more aware of his surroundings. His senses were alert and ready to deal with any surprises.

He walked a little further when he finally heard something. It was a faint snap, no more significant than a twig snapping, but it was enough to make him completely turn around. Then there was a thunderous crash a tree fell to the ground. The event made Ben jump back a few feet, and stare at the being who caused it.

It was definitely an alien, but one which he did not recognize. It had a large figure, and was dark blue in color. It had three talons on each hand, and a strange, almost fluid head on its shoulders. What was even more startling was that creature could actually speak! As the creature spoke, Ben was able to discern that the creature had 4 dark purple slender eyes and a mouth with a couple rows of fangs.

"You must be Ben Tennyson." the alien gargled.

"You must not be happy to see me." Ben joked back.

The alien lashed out with one of his claws, the arm stretching far from the alien's body. Ben launched his body backwards, barely missing the swipe. However, he was unable to avoid the tree that he had just launched himself into. After hitting the tree with a sickening thud, he oriented himself again, rubbing his head in pain. The alien lunged again, and this time, Ben ran for it. He needed to find a clearing, or someplace where he could dodge this alien's attacks without running into something else.

As he ran down a forest path, he pulled out his cell phone and dialed Gwen. "_Pick up._" Ben thought. _'Please pick up._" After about 4 or 5 rings, Gwen answered the phone.

"Ben? Please don't tell me you called just to tell me your lost." Gwen sarcastically droned.

"Gwen, this is kinda serious. I came in contact with an alien, and he's not exactly pleased to see me. I can probably take him down alone eventually, but some backup couldn't hurt."

"Alright, did you leave anything of yours at the camp before you left?"

"Errr" Ben quickly tried to think of whether he did leave something behind or not. His mind raced and raced, until he suddenly realized: "_The MP3 player!" _ "I left my MP3 at the RV." he said with a bit of a pant in his voice.

"Okay, I'll use it to track you down, don't die before I get there!" Gwen said before hanging up.

"_Always the optimist."_ Ben thought and he dodged a low-lying tree branch. Ben quickly looked behind him to see how close his foe was. Out of the corner of his eye, he saw the mysterious alien right behind him. What was strange was that alien was moving form tree to tree, his body moving in graceful, fluid movements. It wasn't something he had seen often, even with his alien experiences.

After a few more yards of running, Ben came upon a clearing that was located at the very base of the mountain that Ben been walking towards. He had already taken it upon himself to start flipping through aliens on the omnitrix, trying to find one that was appropriate for the situation. He came upon the image of a huge, light brown colored dinosaur.

"Humungosaur ought to work just fine." He said as he slammed his hand down on the alien device.

Ben felt his DNA swirl and change around him. Before he knew it, he had suddenly become a blue primate with four arms, and four eyes to match. The omnitrix had turned him into Spidermonkey, instead of the large behemoth. Ben looked down at his current state.

"Well, the omnitrix appears to be like its normal, glitchy self." Ben said in frustration. That was another thing he hadn't really missed from before.

Ben turned his face upwards again to nimbly dodge another blow from this opponent. Ben somersaulted away towards the mountain and began climbing it with a rampant pace to escape. This form did have its advantages after all. Suddenly, Ben felt one of the alien's claws land right next to him, punching a hole in the mountain's stone façade. Ben turned around, only to face the other claw coming directly for him. This time, Ben could not dodge in time. A gasp of pain escaped his breath as the talons impacted on his chest. Luckily, the claw only managed to make a minor cut, nothing serious.

The alien removed his claw to strike again, but this time Ben was ready. He dodged the claw's impact one more time, and, as it hit the mountainside, he shot a web from his arms that managed to encase the claw where it struck. Fortunately, Spidermonkey's webs tended to solidify quite quickly and were very hard to break. The alien attempted another swipe with its free claw, only to have it meet the same fate.

Ben turned to towards his foe to try and see what his next move would be, but the alien was already one step ahead of him. The creature was contracting his fluid-like arms and was racing towards Ben. Ben leapt into the air just as the brunt of the alien's body impacted on the mountain. Turning in mid air, Ben shot two more webs where the creature's legs had come to rest, trapping them as well.

Ben then landed safely on the ground and stared at his triumph in battle. He clapped his four hands together, brushing the dust of them as he said "Not too bad for taking a few months off."

Barely had those words escaped his mouth when something unexpected happened. The alien actually shed its body. It plunged head first from what now appeared to be a shell it had been occupying. The creature's body now took a more liquid form, it was now a dark blue fluid that had lunged itself towards Ben.

Ben could feel that the omnitrix was about to time out. "_Not good. If that thing hits me right now, any damage I take will transfer to my human body!_" Just before the alien had reached the transforming teen, a pink colored energy shield appeared before him, protecting him from the creature's wrath. Ben, now back in human form, turned to see his cousin behind him.

Gwen said with a smile "I love it whenever I can show up just in time to save your butt."

"Right. Remind me to thank you later, first we have to take care of this thing."

The creature had recoiled and was preparing for another attack. Gwen, with her free hand, charged up a magical energy attack and thrusted it at the alien. The blast sent an electrical surge through the alien's viscous being, and with a final haunting screech, it fell to the ground lifeless.

"What was that thing?" Gwen asked

"If only I knew. It appeared out of nowhere and began lashing at me. What surprised me is that it knew who I was."

"Hmmm, well this isn't a good sign. Let's just hope there aren't more out there in the woods looking for you." Gwen continued with genuine concern.

It wasn't before long before they heard their grandfather's voice behind them. He found his way to the clearing and saw the dead alien on the grassy clearing. "Hey, what happened here? What have you guys been up to?"

Ben and Gwen looked at each other and said in unison "Business as usual."

* * *

Higher up on the mountain, while the two cousins explained to their grandfather what had occurred, two figures silently observed them. Little did the Tennyson's know that all their movements up to this point had been monitored by these strange beings.

They were both human. One was a woman with light blonde hair and icy cold blue eyes. The other, a man, shared the same eyes as his companion, but bore hair of darker brown, so dark that it was almost indiscernible from black. The two had just finished their observation of what had transpired and were discussing it amongst themselves.

"Well now," the woman said in a light and almost sultry voice "that was certainly something else. I can see why the Master has his eyes on the boy. His toy is quite amusing."

"And the girl's powers are intriguing as well." The man replied in a low, ominous tone. "Its understandable why the Master has taken interest in these two."

It was then that the woman felt a vibration in her pocket. Her phone was ringing.

"Hmmm. More orders?" She said as she flipped open the phone to answer. "Yes?" there was a small silence while she listened to the information being told to her over the phone. "Understood, we'll move on to the next step soon." Another small silence. "Roger, we'll be in touch." she said as closed the phone.

"Well, the other one also appears to be on the move, and, with any luck, he'll be making contact with the Tennysons in the next couple of days." The blond explained.

"Excellent." Her companion replied, "It looks like everything is on schedule. Either way, this is bound to be interesting…"

* * *

After listening to Ben and Gwen's accounts, Max took a moment to process all the information. After giving the issue some thought, he turned to Ben.

"Well Ben, you've been a leader before, I leave this situation up to you. What do you think we should do?" he asked.

Ben thought for a moment before replying "Well, the Rustbucket has a scanner to detect nearby alien life forms, right Grandpa?"

Max nodded in agreement "Yeah, I just installed it last year. Saved my life when the DNAliens came looking for me."

Ben continued "Well, we might as well activate it when we head back, and tomorrow we'll move on out."

"Plus a little investigating couldn't hurt either." Gwen added.

"Sounds good to me." Max stated.

"Right, the sooner we can get through this, the sooner we can get back to vacation." Ben said

And with that, they all headed back to the RV for the night. Deep down though, Ben knew that this summer wasn't going to be normal at all from here on out. But then again, what exactly was "normal" to Ben anyway?


	2. Contact Established, Target:Unidentified

Chapter 2: Contact Established, Target: Unidentified

The following morning, the Tennysons awoke early to get a head start on the long day ahead of them. They packed up the Rustbucket and left the cluster of RVs that had parked around them. They then found themselves on the open road; lush, green valleys strewn with tall trees.

"So what's our next course of action?" Gwen inquired.

"Well, first I suggest we pull into the nearest town we find." Max said.

Ben interjected next "To start finding leads about that weird alien, right?"

Max paused for a moment, a slightly perplexed look on his face. "Well yes, there's that. But I was also thinking about getting some breakfast first. Can't really do anything on an empty stomach."

It was then Ben realized the tiny growl coming from his stomach. Hunger was setting in. He had been thinking about the alien so much that he had forgotten about breakfast. Finding something to eat was in order, especially after last night's supper of night crawler surprise.

They were on the road for another half an hour before the came upon an exit. They pulled off the highway and came across a small quaint town. Most of the stores and restaurants were located off the main road that ran through the town.

Max pulled the Rustbucket into the parking lot of a restaurant called "Sparky's Diner", an older building with faded white walls and bright red rooftop, giving the restaurant a rustic feel to it. The gang walked inside and examined the establishment. Inside, the restaurant had the atmosphere of a traditional diner. Booths lined the walls, the red upholstery seemed brighter from the light of the morning sun that was pouring through the windows that surrounded the diner. The aroma of eggs, toast, and pancake batter wafted through the air. Opposite of the booths laid a counter with several stools lined in front of it. Behind the white colored counter stood a waitress in a light red blouse and skirt with an apron in front. She greeted them with a chipper tone and friendly smile.

"Hi there. Come on in and take a seat, I'll be with you folks in just a second."

Ben, Gwen, and Max proceeded to sit down at one of the booths; menus were already placed on the table for them; Gwen and Max sat one side, while Ben sat on the other. They looked at the menus, deciding what particularly looked appetizing. The waitress soon came to their table.

"Now, what can I get you folks?" she asked, pulling a notepad from her apron pocket and a pen from the side of her brown, curly hair.

After the Tennysons had placed their order of pancakes, waffles, and French toast, they shared a moment of brief silence. No one said a word. Gwen was examining the inside of the diner while Ben and Max stared out the window. Two trucks had now pulled in and as the drivers stepped out, they greeted each other with normal pleasantries; apparently they knew each other. The walked into the establishment and sat down at the booth right behind the Tennysons.

Ben then broke the silence at his own table "So, where do we go from here?"

Gwen turned her head towards her cousin and replied, "Well, after this we could ask around town, see if anyone else has had weird encounters of the alien kind."

"There's no guarantee we could find any info on these things, but it's worth a shot." Max interjected.

"Its strange, we've been to different parts of the galaxy and we've run into a bunch of aliens before, but I've never seen a species like this one. Did it look familiar to you Grandpa?" Ben asked, hoping for words of wisdom.

"Well…its hard to say. Its hulking body structure is similar to aliens we've seen before, like the DNAliens. I haven't seen too many aliens that are able to shed their body like that and take that fluid form. The substance that made up its structure didn't look familiar either, even with my experiences with the Plumbers." Max said as his head tilted down slightly, disappointed that he couldn't' give his grandchildren more useful information.

Another silence broke between the three as they contemplated their options. The waitress began to talk with the two truck drives; making it evident that they were regulars in the diner.

"Morning Earl, Ted. You two are late this morning. What happened, car trouble?" the waitress said with a coy smile.

The one trucker named Earl turned his head towards the waitress as he lifted his cap "It wasn't car trouble Gina, but you wouldn't believe what I ran into last night."

Gina, the waitress, slightly raised her right eyebrow "Oh really? Try me, honey. I've just about heard and seen it all."

"It was a monster." Ted spoke up this time "Or at least that's what he told me."

"It was not a monster." Earl interrupted "Heck, I don't even know what it was. It was almost a blur. I was driving down the usual road last night and all of the sudden, I see this giant, dark blue….thing stomp across the road. It took a quick look at me, or at least I think it did. I couldn't really tell if it had a face or not. But it scared the bejeezus out of me, nearly made me drive off the road and crash into a tree. Next thing I know, I've slammed on the brakes, but the thing was already gone."

Gina's eyes by this point had widened with genuine surprise. "A creature? A dark blue thing, you said?"

Earl eyed her quizzically "….yeah. Why?"

"I had a similar experience a couple nights ago" Gina stated as she brought to the two drivers coffee. "I heard some weird noises coming from the woods near my backyard. When I went out there with a flashlight, I saw a blue…something, too."

The conversation that was transpiring had captured the attention of the Tennysons. Ben perked his head up and turned around to the booth behind him.

"Excuse me sir, ma'am. Did you say that you came in contact with a strange blue creature?" Ben queried.

"Oh what, you too?" the waitress asked, turning to Ben.

"Well….yeah." Ben said in a lower tone "We had a run in with one ourselves. Where did you say you ran across the ali….err, creature?"

Earl turned around to address the teen. "Up the road north and east of here, just take the exit to the right when you pull out of here."

Ben turned to look at Gwen and Max "Well….its worth a shot."

Gina gave look of concern "Oh whoa now, don't tell me you plan going after that thing! Yikes, how many people around here are interested in finding that bugger?"

Gwen had a confused look on her face "I'm sorry ma'am, but are you saying others have been asking about this thing?"

Gina had returned to the counter now "Yeah, yesterday as a matter of fact. This one other kid, about your age, was asking about any 'alien activity' in the area; saying that he was some sort of 'paranormal investigator'. He seemed particularly interested when I mentioned the blue creature. I regretted telling him that the moment after he left though; I had a feeling something bad was gonna happen."

The trio looked at each other with wide eyes; silently exchanging looks of confusion. "_A paranormal investigator?_" Ben thought, his mind racing, trying to put this all together. He turned towards his grandfather.

"Grandpa?"

"Sorry Ben, I don't know of any Plumber activity in the area. If anything is going on, we're not involved."

Ben was still having trouble processing this piece of information. "Well, if its not a Plumber, who else could it be?"

* * *

After the gang had finished their breakfast, they headed out on the open road again, taking the exit that Earl had mentioned. The Rustbucket was soon on an open road, following down a two lane road that was surrounded on both sides by dense thickets of tress. Ben and Gwen were sitting on opposite sides of the table inside. Gwen, who had been looking out the window, turned her attention to her cousin and her grandfather, who was once again at the wheel.

"Guys, I'm not so sure about this. What if that creature has moved on?" she said, a considerable note of concern in her voice.

"Well, this is the only lead we have. We have to try it." Ben argued back.

"Well I don't know about this. I think we should've tried asking around the town for more information. I don't really like the idea of charging in like this."

"Well if we had waited and asked around town, it would only be a waste of time, and that alien could get away by then, and all that information gathering could have been for nothing."

"Ben, Gwen, let's compromise." Max stated, "We'll check the woods around here, and if we come up with nothing, we'll go back and look for more leads. Right now, I'm more inclined to agree with Ben. That sighting happened last night, so hopefully the alien hasn't moved too much out of the way."

Gwen placed her head on her right hand, gave out a little sigh of defeat, and took to looking out the window again.

The Tennysons drove along the road for a good bit of time. They pulled off the road at the nearest exit and began examining the thick woods that awaited them. At some points, objects were almost indiscernible from one another, the dense thickets of leaves were blocking out a good deal of light. They would move from area to area, stopping to spend a few minutes examine their surroundings. After what seemed like hours, Gwen spoke up

"We've been searching for awhile now, and there's no sign of anything strange, I say we should head back now before the trail gets even colder."

"Well" Ben said in a depressed voice, feeling defeat at hand "I suppose we cou….."

Ben stopped in mid-sentence because something had just caught his eye. Through one of the gaps of dense branch clusters, he could see a rather large flock of birds flying upwards in a hastened and violent fashion.

"Whoa." Ben exclaimed "That's gotta be something. We need to check it out."

"Ben." Gwen interrupted "Its just a flock of birds, it could be anything."

Suddenly, the sound of a sharp crash filled the air, giving Ben and Gwen a quick scare.

"Okay, now THAT is something to investigate." Gwen stated as she quickly regained composure.

They began trudging their way deeper into the thick and dense forest. The sound of wildlife seemed to have instantly vanished; an eerie and complete silence had come over the woods. The only sound that could be heard was Ben, Gwen, and Max's footsteps through the woods, accompanied by the occasional snapping of a twig. The lack of noise gave off a chilling atmosphere, which Gwen took note of.

"I have to admit, this is kinda creepy. This silence is giving me goose bumps." Gwen said as she rubbed her arms. Following a brief pause, she asked the question that had been on her mind for some time.

"So…who do you think this mystery guy is? The one who's supposedly a paranormal investigator?"

Ben was quick to respond, "I have no idea. It could be anyone we met trying to form the alien force. It could even be Kevin."

Gwen's face turned a shade redder at the idea. "Yeah, very funny. Why would Kevin be here? If he was investigating aliens, don't you think he would a have contacted us?"

"Kevin never really struck me as the type to ask for help when he could do something just as easily by himself." Ben said in a lowered voice.

"That's true, but still…"

The trio walked a little further when they heard another sudden crash. Their senses heightened, they made a dash towards the source of the sound. They soon came upon a clearing in the woods, a grassy patch with a couple large boulders lying in the ground. They were met with a familiar sight.

It was another one of the alien creatures. The creature was putting all of its energy and focus into attacking someone else; the person Ben and Gwen assumed was the one who was asking about the aliens at the diner. He was tall and fairly slender in build, with short, jet-black hair, fairly pale complexion, and deep blue eyes. He was dressed fairly casually in a plain orange t-shirt, khaki cargo shorts, and open toe sandals.

The stranger and the blue alien were locked in deep combat. As the creature lunged for him with one of its three pronged talons, the stranger gracefully somersaulted backwards with increased haste. What he did next intrigued Ben, Gwen, and Grandpa Max.

A strange energy, almost indiscernible in appearance from electricity began to surface around the teen's hands. As the aura grew brighter, he launched his hands downward towards the earth, resulting in a mass of rock jutting out of from the ground; launching the alien backwards.

"Now that was interesting." Gwen stated with a little sarcasm in her voice "It almost looks like he's having fun."

"Yeah…it seems almost…familiar." Ben said as he tried to remember where he had seen an ability like that before.

The alien came charging back, ready to kill with its sharp claws extended. The boy paused for a moment, a distressed look on his face.

"My kingdom for a blunt instrument." He muttered under his breath. The alien was quickly drawing closer.

"Oh well, there's always improvisation!" he yelled as his left hand crackled with energy. As his hand touched the ground, the earth reacted, and he raised his hand slowly, pulling out a metal pole just as the alien closed in on him. With split second timing, the blunt instrument protected the boy from a devastating strike.

"Whoa!" Gwen exclaimed. "Did you see that? It looks like he's a molecular manipulator. Its like he manipulated the various ores and components in the earth to form a metal pole."

"Molecular manipulation…." Ben repeated. The words had a very familiar ring to it; he paced through his mind, trying to recall where he had heard it. He was jostled back to reality by the long clang from the alien's talons violently clashing with the newly formed metal pole.

"Either way," Ben went on "it looks like he needs our help!"

Ben and Gwen started advancing towards the stranger. He was still fending off the alien with the pole, quickly trying to parry the beast's blows. His attempts however, were not perfect. The creature took a swipe at the teen's right arm and cut deep into the skin. He let out a scream as the pain seared through his body. He blocked another one of the creature's attacks, his attention was drawn towards the two people who approaching him.

"You two! Get away from here! Go find some help, I can hold him off for now!"

Barely had those words escaped his mouth when the dark blue alien grasped him by the torso and threw him across the clearing into one of the large trees the surrounded the plain. The impact sent a wave of shock through the boy's body, knocking the wind out of him. He fell to the ground with a dull thump; struggling to even breathe from the shock. As he began to inhale and exhale normally again, he looked up to see one of the alien's extendable claws heading directly for his face.

He moved to block the blow with the pole in his good arm, only to find that a pink energy shield had saved him in the nick of time. He looked over to see a red headed girl with a sense of smug satisfaction to her.

"Who needs help from whom now?" she said with a smile.

He looked back and forth between her and the energy construct she had forged. He said in exasperated voice with a hint of surprise "Well, I wasn't expecting something like that."

Ben was now rushing in to help, flipping through the aliens of the omnitrix until he came upon the one he desired and slammed his hand down onto his wrist. Within a few seconds, he re-emerged as the flame and plant hybrid, Swampfire.

"No way." the teen said as his eyes widened with amazement at the sight.

The blue creature marched towards Gwen and the stranger, and was hit from behind with concussive fire blasts from Swampfire's hands. The alien turned around to face his opponent face to face.

"Hi there." The plant creature said in a mocking tone.

The blue creature began rushing towards Swampfire this time with equal ferocity. He dodged the blue beast's attack by launching himself into the air. As he landed, he extended his hands, this time sending out an eerie green mist that made its way to several nearby trees. Roots suddenly began erupting from the ground, pinning the alien down.

Meanwhile, Gwen's hand began to glow with power as she sent a massive energy attack at the alien. It writhed in pain and began to try to break free; one of its arms broke through the root that was holding it down.

"Not good." Gwen noted.

"Oh no, you don't." the black haired boy noted as his left hand crackled with energy once more.

In a violent motion, he thrusted his hand into the ground, and a giant claw of earth rose high into the air. It traveled in a swift arc and came crashing down on the alien, burying it within the earth. The battle over, the teen was still lying against the tree that the alien thrown him too. Gwen turned around to address him.

"Well that was certainly impressive." Gwen commented, her voice lined with the usual hint of sarcasm. "Why didn't you just do that earlier?"

"There is a reason for that actually." The black haired teen replied in a light and chipper tone. "The downside of performing an attack like that is that the only part of my body that I can move right now is my mouth."

"What?" Gwen said in surprise. "Wait, you can't move your body?"

"Not for now. Don't believe me? Go on, try it."

Gwen lifted the teen's left arm, which promptly fell to his side like a wet noodle.

"The price for putting one's own body energy into manipulating matter. Its why I don't use a big attack like that unless it's a last resort. Don't worry, that wasn't too big. If I'm lucky, I should be able to start moving at….ah, there we go." The boy's left hand fingers were beginning to twitch. "I should fully recover within twenty minutes or so. A bigger attack would have left me incapacitated for longer, maybe hours."

"Well, otherwise, are you okay?" Gwen said with concern.

"Yeah, I think so. I've got a cut on my arm and a twisted ankle but nothing I can't….." he stopped at mid-sentence, gazing at Ben, who had just timed out of the omnitrix. His eyes grew larger with surprise at whom he saw. He should have recognized him earlier from the transformation but he couldn't believe it.

"Ben…." He said in a hushed voice.

Ben immediately recognized his voice this time. His memory backtracked to four years ago, remembering the exact time and place where he had met this person before. A sickening lurch came over Ben's stomach as he recalled whom he was.

"Matt…" Ben stated in lowered, almost cold voice.

Matt gave a smile at seeing his old friend. "It's been such a long time Ben. I'd never thought I'd run into you out here...ah!" Matt winced. Despite not able to move completely, he could still experience the sense of touch, particularly the pain from a twisted ankle on a foot he had tried to wiggle.

"You're hurt." Gwen said as she examined his ankle and his arm. "It can be easily treated, but we need to get you somewhere else. Do you have a place where you can stay for the night?"

"Yeah, but it's a ways from here." Matt replied.

"Well, we've to do something to help with these wounds. The Rustbucket's nearby, I can take a better look there.."

Matt gave a kind smile. "I appreciate that. I haven't felt such concern for my well being in a while. But I should be okay, I wouldn't want to trouble you or Ben."

"Ben, what do you think?" Gwen turned to her cousin.

Ben stared at Matt for a moment before he replied, "Let him do what he wants." Ben replied rather flatly.

Gwen seemed surprised at his reaction. "Ben, is something wrong?"

"Nothing." Ben said in a colder tone as he walked away.

Matt's face now bore a look of shock, which then became a sullen frown. "I, errr…I don't want to be a burden." He said in a mellow and low voice.

"Don't worry, its no problem. Grandpa! He needs help." Gwen called to her grandfather. "You can rest in the Rustbucket tonight so we can tend to your injuries."

"The…Rustbucket?" Matt asked with a puzzled expression.

"It's the RV we've been traveling with. It used to have a lot of alien tech before it was stripped for parts, but it still gets the job done. Do you think you can try to get up?"

"Well, I can try, the emphasis being on **try**. I appreciate the kind gesture. I'll pay you guys back somehow, I promise." Matt said as he tried to get up.

Matt was still not able to move his legs that much, so Gwen created an energy construct that was able to lift him off the ground. Matt slumped over as he was levitated off the ground, feeling more embarrassed by the second as he and the others made their way back to the RV.

* * *

Unbeknownst to them, there will still being monitored by the mysterious duo. They had watched the events of battle from even before Ben, Gwen, and Max had shown up. They were lounging on a particular large branch that was sturdy enough to support their weight. The woman sat with her legs and arms both crossed, still staring at the field. The dark brown haired man was hanging upside down on the branch, using his legs to grip onto the tree. He gave off a low chuckle with a smug look of triumph on his face.

"Admit it." He said

His blonde companion sighed as she replied, "Admit what, dear brother?"

"Admit that my plan worked out fantastically."

"Which part? The one where one of the aliens that you suggested we use almost killed a target we were specifically ordered to keep alive? Or that now there is an uneasy tension between Ben and Matt?" She replied sarcastically.

"Well, when you put it that way, Lydia, it doesn't sound nearly as ingenious."

"Gee, I wonder why?" Lydia said with small smile on her face "Still though, it did get the job done. I guess I can give you credit for that, Acheron."

Acheron chortled again as he pulled himself upright. "True, true my dear sister. And now we can move on to more interesting matters."

"Yes, hmmm….I wonder if those three kids have any idea of what they're getting themselves into." Lydia pondered, putting her head in her hand.

"Oh what? Are you showing concern?"

"Hm. Hardly, its more of a curiosity."

"Well, if everything goes according to plan, you know what's going to happen to them. You should also remember what we're getting out of this too."

Lydia lifted her head up at this question. She held up her right hand and gazed at it, turning it slowly from side to side.

"Of course." She said in a soft voice.

And without another word to each other, they reported their progress and moved on to their next assignment. Piece by piece, it was all falling into place.


End file.
